Blue Tail
by minjask6572
Summary: Grandpa Max takes the whole gang on a camping trip, where Ben discovers he has feelings for a certain young kineceleran. BenxHelen LEMON!
1. Arrival at camp

_The story is set sometime after Ben's fight with Vilgax in the episode "Vengeance of Vilgax"_

"BEN, ARE YOU COMING?" Ben awoke to his cousin pounding at the door. "COME ON BEN, IT'S TIME TO GO!"

"Huh? Oh, yeah, right, I'LL BE RIGHT OUT!" He had fallen asleep watching Sumo Slammers late into the night. He rolled of the bed, knocking over his leftover chili fries and Mr. slushy. "Time for a little help from an old friend" After selecting the desired figure, he slapped down the raised face of the amazing watch he'd gotten five years ago. In a brilliant flash of green light, he could feel his body rearranging itself as the Omnitrix worked it's magic.

"XLR8!" he exclaimed with a smile, the transformation complete. He'd completely forgotten to pack. Zigzagging around the room in a flash of blue, Ben grabbed what he thought he would need and threw it all into his backpack. He'd have to thank Cooper later, for helping him unlock his older set of aliens; He could now select from 30 different alien species. In a few seconds he was done, grabbing his bag as he swung open the door and zipped out before Gwen could blink. "Waitin' on you now, Cuz. Let's go," he called back, chuckling at his own joke.

"Well hey, that brings back memories," jibed Kevin from behind him, "I don't think I've seen this one since we met in the arcade."

"Yeah," Ben replied, powering down. "It's been awhile."

"All right everyone!" called Grandpa Max, "all aboard the Rust Bucket!" They were going on another camping trip, to the usual spot in Colorado. Everyone was coming on this trip; Gwen, Kevin, Julie and ship, Cooper, Alan, Helen, Manny, and Pierce. The rookies all got in the RV, while Ben, Gwen, Kevin and Julie climbed into Kevin's car and followed behind.

"Alright, we're here!" exclaimed Manny, rocking the RV as he leapt off.

"Yeah this is gonna be fun!" Called Ben. Grandpa Max's camping trips were the best.

"All right everyone, settle down," called Grandpa Max as he came around to the campsite. "It's already getting dark so we need to hurry up and set up camp. Helen, why don't you go find us some firewood? Meanwhile, I'll start on dinner. Alan—when she gets back—if you could take care of the campfire please. The rest of you can set up your tents."

"What?! We're sleeping in tents?" Ben asked.

"Well, you didn't think we were all gonna squeeze into the Rust Bucket did you? That may have worked when you and Gwen were kids, but if all 10 of us tried to fit in there, none of us would get any sleep. Now, there's three tents so here's how you'll be split up; Gwen, Helen, and Julie, you're in the first tent. Ben, Kevin, and Manny, you're in the next one. And that leaves Alan, Cooper, and Pierce in the last one." He tossed the tent bags to each group as he addressed them.

"Huh?" said Ben "Grandpa, you're not camping out with us?"

"Nah, you kids have fun," he replied with a smile. "I'll stay with the Rust Bucket. _Someone's_ got to guard the old girl." With that, he vanished inside his RV before anyone could pose further objection.

Gwen and Julie got to work on their tent while Helen ran off to get the firewood. Ben watched as she disappeared into the trees in a brilliant blue blur, remembering how he used to do the same: The speed, the agility, the wind, the pranks you could play on people; he enjoyed being XLR8 very much.

"Come on Tennyson let's go," Kevin called to his left. "I've never set up one of these things before."

"Me neither," Manny added.

"Alright, hold on I'm coming." Ben snapped from his trance and turned to help his two friends with the puzzling challenge of tent pitching.

"So, Ben, how'd you manage to access XLR8 again?" Kevin asked, "I thought that set was locked."

"Oh, Cooper helped me out with that," Ben replied.

"So, you can turn into _any_ of your old aliens again?" Kevin asked, a grin beginning to appear across his multi-surfaced face.

"Yeah, it's pretty cool isn't it" Ben said, chuckling.

"Definitely" Kevin responded, continuing. "Hey, you know what would be cool: you should transform into Four-arms again and have a wrestling match with this guy" gesturing to Manny.

"What's he talking about?" Manny's eyebrows pressed themselves together.

"You'll see in a second," Ben replied, smiling. He selected Four-arms from the Omnitrix's database and slapped the watch down. The familiar green light accompanied his transformation, as Ben's arms split and his skin turned red. After a few seconds had passed, Ben Tennyson once again wore the muscular features of an adolescent Tetramand.

Manny grinned. "Oh, this ought to be fun." Four hundred pounds of Manny flew through the air and slammed into Ben.

By this time Helen had returned with the firewood, and noticed Ben and Manny rolling on the ground. "Stop it you two!" she called. Before either could blink, Helen had pried the two apart and ran a figure 8 around and between them to distance them further, stopping in the middle.

"What's going on here? Why are you always fighting?" Ben didn't answer, standing transfixed by her speed and grace. She had handled the situation so well, and so quickly, even if she _had_ mistaken their intentions.

Manny however, responded immediately. "Hey, come on. We were just messing around; we wanted to see who would win in a fair fight, and you can't get much more _fair_ than _this_." Helen turned—following his hand—and for the first time noticed that Ben had transformed into the same alien as Manny.

"Oh," she said, eyes wide. "Sorry about that, I thought you were… never mind" As she walked off, Ben didn't quite notice Manny lunging at him again and soon found himself on the ground.

_(I tried to keep everyone in character so tell me how I did. compliments or criticism are both helpful, and I'm still writing the next chapter so I'm open to suggestions. Please rate/review)_


	2. The race

_This chapter follows Helen's point of view. Hope you enjoy._

Helen walked over to where Gwen and Julie were setting up their tent, her cheeks flushing and fists clenched. "Ughh, boys are so stupid!" she exclaimed.

"What'd Ben do this time?" Julie asked.

"He— uh well… it's not just Ben," she stammered. "I mean—just look at them!" Helen pointed to where Manny had Ben—as Four-arms—mostly pinned to the ground. Ben kicked up with his feet, launching both Manny and himself into the air and landing on top. But Manny rolled and regained control.

"Boys will be boys," Gwen chuckled.

"Yeah don't worry about it," Julie added, "that's just their idea of fun. I'm sure they won't hurt each other too bad."

"SHIP-SHIP," chirped the little green-and-black blob in her arms.

"See, even Ship agrees," She said.

At that point they heard Max calling everyone to dinner, and turned towards the glow of the fire Alan had built. Helen sat down on one of the logs by the fire and grabbed a bowl of whatever it was the old plumber had thrown together. It looked like oatmeal and grub worms. She took a bite anyway, and gasped. There was so much flavor. It was so sweet and gooey, and sour, and spicy, and each time she bit down on one of the worms it would squirt delicious juice all over her tongue. She continued eating happily and before long her bowl was empty.

"Wow, Max, it's delicious!" she exclaimed.

"Glad you like it. At least _someone_ around here appreciates my cooking." Max replied turning his eyes toward Ben and the gang.

"Hey, I appreciate it," said Kevin, "I just wish it was a little more edible."

"Kevin!" exclaimed Gwen.

"What?" he called back.

"Yeah I'm feeling full too," said Ben, putting down his untouched bowl of goop. "Here, Helen. You want mine? I'm full, so I'm going to go have a rematch with Manny." he picked it up and held it out to her, smiling. "Don't worry, I didn't touch it yet," he whispered.

"Oh sure thanks Ben I—"

She was cut off as Manny rebounded: "What, so I can whoop your ass a second time?"

"Hey hold on a second," Kevin cut in, "it's my turn next."

"Please," Manny snorted, "I could kick your tail to the road and back with three arms tied behind my back."

"Could not."

"Yeah, I could!"

"No you couldn't, Four-eyes."

"Oh you wanna go, Metal-head?!"

"Bring it on."

"STOP IT YOU TWO!" Helen burst out. "JUST STOP IT! YOU'RE ALWAYS FIGHTING, WHY CAN'T YOU JUST GET ALONG? NOT EVERYTHING HAS TO TURN INTO A FIGHT. UGHH I CAN'T TAKE IT ANYMORE!" Tears streamed down her face as she sped off through the trees; she couldn't stand them another minute. Why did Manny have to be so hot-headed? Always thinking with his fists instead of… actually he didn't think at all. He just acted, always trying to be so tough, even when there was no need for it. God she hated him.

Before long the trees opened up into a vast field, and she looked up at the sky. The stars sparkled and danced. She hadn't seen so many stars before; the lights of the city had always blocked most of them out. But here, with no other light but the moon, she couldn't take her eyes off of them.

"Oof!" She collided with something and came tumbling to a stop in the middle of the grass. '_Stupid,'_ Helen thought to herself. She should have been watching where she was going. She looked up to find herself trapped within a blue vortex. Rather, something blue was running extremely fast in a circle around her. Whatever it was kept going for a full minute before skidding to a halt right in front of her.

Helen gasped, she could have been looking at a mirror—well, sort of; standing before her, staring deep into her eyes, was an alien just like her. His thin torso, claw-like hands, and streamlined helmet were like jet black onyx, whereas his sleek arms, curled feet, striped tail, and smooth face were all beautiful cobalt blue. She stared straight into his amber eyes and found herself rooted to the spot under his gaze.

He smiled and let out a chuckle. "Gotcha!" It was then that Helen noticed the Omnitrix insignia on his chest.

"Ben?" Of course, she should have realized: Ben had the Omnitrix. He could transform into thousands of aliens. Why not this one? Still, she'd never actually seen another that looked like her. Helen had been told her father was a kineceleran but he had died when she was very young.

"Yep that's me," He said. "You seemed upset back there so I followed you. I figured you could use someone to talk to."

She smiled. "Thanks Ben. I just can't stand the way everything with Manny is either an argument or a fight. He never _listens_. He just gets angry and then does something stupid. It's how we lost Pierce in the first place." She slumped, arms hanging limply at her sides, while her eyes began to tear up.

Ben sighed. "Yeah, he can be like that. To tell you the truth, he was starting to bother me too. You know what I usually do?"

"What's that?" Helen asked, looking up.

"Normally I'd go for a nice walk, but in our case… let's go for a run," Ben said, smiling once again.

Helen turned, and then grinned. "That sounds like a great idea."

"Race you to the top of that mountain," Ben teased, pointing to a mountain far off in the distance. Instantly she was a hundred yards away, zipping along at top speed on her wheel-like feet. "Are you sure you can keep up?" she called back over her shoulder. In the next instant he whizzed past her as if she were standing still.

Looking back, he grinned at her. "Can you?"

She sped on, trying to catch up to him, but he always seemed to be just out of reach. Clearly he was teasing her, so she decided to fall back a little. Sure enough, he slowed up to match her speed, then she flew forward and grabbed his tail, using it to pull herself forward and him back. This also caused him to stumble as he let out a cry of alarm.

"Caught you" she called. He regained his footing and shot forward like a bullet.

They had reached the base of the mountain by now and were running uphill. Ben zipped to the side and began running up a river that was running down the mountain.

"Check it out, I'm running uphill _and_ upstream," Ben called. Helen laughed, she'd never thought of that.

"I could do that," she called back, and ran over to join him. The second her feet touched the water, they were swept from under her and she sank into the freezing cold river. Helen found herself being tossed and hurled around by the swirling current. She tried opening her eyes but it was of no help; She could not orient herself enough to tell which way was up. She tried to scream but ended up breathing in water. Her head was spinning, and she started to black out.

Just before she completely lost consciousness, something grasped on to her leg and ripped her out of the water. When her vision finally cleared, she was on her back, staring up at a very worried looking Ben.

"Come on Helen, breathe!" he was saying. She sat up, and coughed up what felt like a gallon of water. "You alright?" asked Ben, still worried

"Yeah I think I'm fine, thanks Ben you saved me," she choked out between coughs. Helen jumped up and hugged Ben tightly. When she sat back, she noticed he was blushing, and not staring directly at her face. "Ben, are you ok?" she asked, frowning.

"I'm sorry" he said, turning even redder, "it's just that you're very beautiful." He inclined his head. Helen looked down, He had removed her jacket. He must have needed to remove it to keep her from freezing. She still had a black shirt on underneath but since it was soaking wet, her form was still exposed. So _that's_ why he was staring at her like that.

_I hope I did OK; writing a female persona is difficult for me. And sorry about the cliffhanger, it was just getting too long. There will be lemon in the next chapter, I promise._


	3. Love session

_Okay, here it is: sweet BenxHelen lemon. Enjoy._

Helens cheeks turned red. "Oh" she said.

Ben leaned in closer, "Helen?" he said softly.

"Yes, Ben?"

"I— I think I love you"

Her head was swimming: Was this really happening? Manny had tried to come on to her before, but she had always turned him down or run away. Something here was different, though. Could she love him too? Helen couldn't believe herself. Perhaps it was because she'd never met someone like her before or perhaps it was because he had listened to her and cared about her; maybe it was because he saved her life, but for some reason she found herself attracted to the alien boy in front of her. Just looking at him now became so enticing; his shape and physique. How had she not noticed before? Yes perhaps she did love him too. She leaned forward and embraced him.

"Oh, Ben. It's strange, but I think I love you too."

He leaned his head back and brought his lips to hers. She leaned back into the kiss, parting her lips she began poking out with her tongue. He opened his mouth to allow her entrance and immediately she felt him begin probing her mouth as well. Was this really happening? It was like her body was just acting on its own as she pulled him closer and explored every corner of his mouth with her tongue. The smell of his sweat suddenly filled her nostrils, and sent a shiver through her entire body.

Yes this was definitely happening. She couldn't figure it out, but for some reason, with every fiber in her body, the wanted him. Her hands found their way around to his front and started rubbing his chest. He wasn't very muscular—this species wasn't known for their strength—but she kept rubbing his chest anyway, exploring every inch of him with her hands.

She wasn't sure which of them had instigated it, but suddenly Helen found herself on her back, with Ben above her. His hands had found her chest, snaking up under her shirt and grabbing her breasts. His hands were cold, but she didn't care. She could feel her shirt being lifted; she raised her arms to allow him to pull it off.

She was momentarily sad when they had to break their kiss, but when Ben's mouth found her left breast and began sucking on it, that went away; he was twirling his tongue around it and fondling her other breast at the same time. Eventually he switched breasts and continued sucking on the other one. OH MY GOD she could not believe all this was actually happening to her!

He finished with her breasts and licked his way all down her stomach, swirling his tongue around her belly, until he got to the upper lining of her pants. She almost came right there, as he curled his claws around her pants and started to pull them down, following with his tongue until he reached the top of her clit.

Once her pants were all the way off, she felt his fingers slide into her already wet pussy, while he continued licking the top of her clit. This time she really did come, arching her back as the intense sensations spread throughout her body. God she needed more.

"Okay Ben, now it's my turn." She said. He got off of her and positioned himself so his cock was dangling directly in front of her

"Have at it," he smirked. She took his soft member in her hands and started rubbing it, eyes going wide as it grew beneath her fingers. She brought her mouth to it and began swirling the tip with her tongue. Wow he tasted amazing. Then she took him fully into her mouth and began sucking on it, moving her head up and down as she did. He let out a gasp. '_Guess he liked that_,' she thought, letting out a chuckle before starting again. Then she felt his hands on the back of her head, forcing her down even further, the tip of his cock slid down into her throat.

She moved up and down like this for a few strokes, as he thrust his hips into her, getting faster with each stroke until finally he came straight down her throat. She struggled to gulp it all down as it filled up her mouth. She swallowed the rest of his load and then licked up what was dripping down her chin. Then he was on top of her again, his face right in front of hers, and she leaned up to kiss him again when suddenly she felt the tip of his protruding member begin to slide into her and then stop.

"You ready for this?" he asked. Helen bit her lip, "Mmhmm," she responded, both sure and unsure of what would happen next. She leaned up to kiss him but was thrown back as he thrust himself into her. It was very painful at first, but then it melted into complete pleasure as he pumped in and out of her. He went slowly at first, but quickly picked up speed until she could feel him sliding in and out at a rate that seemed inhuman. _Well duh, this species is known for their speed_. She began thrusting her hips back up at him, trying to match his speed, and found that she could.

Faster and faster they went, until she could barely tell whether he was in or out, but it didn't matter. Finally, she could feel she was getting close to climax and—judging by the look on his face—he must have been too. When he finally did, she could feel it filling up every inch of her insides. Her brain exploded in ecstasy as she came right along with him, screaming his name as her heart nearly exploded right in her chest.

"OH, BEN!"

"HELEN!"

He collapsed on top of her, both of them breathing heavily. "I love you, Helen," he said.

"I love you too, Ben," she replied. She embraced him again, His cock still protruding into her dripping pussy.

_I really hope this turned out okay; being a guy, I can only guess at what it would be like for Helen__**. Please rate/review.**__ Next chapter is Ben's side of the story._


	4. Blue tail

_Ok, this is the same thing you just read, but from Ben's POV. Enjoy!_

"Ben, are you ok?" Helen asked, her eyebrows pressing together. He could feel his face getting very hot.

"Sorry," he said, "it's just that you're very beautiful." With her jacket off, he could see her body through her wet shirt—damn she was hot! Her hips drew in to a very sexy curve as he followed her body line up to her breasts, which were quite attractive in themselves.

"Oh," she said, blushing. Ben could feel himself getting very hard as he leaned in closer to her.

"Helen?" he said, his throat tightening up as he tried to form the words.

"Yes, Ben," she asked, her amber yellow eyes welling up.

He gulped. "I— I think I love you." A wave of heat ran through his body as he said it, causing him to sweat. He could barely breathe. A single tear found its way down her cheek. Jumping up, she hugged him tightly.

"Oh Ben, it's strange, but I think I love you too." He leaned his head back and kissed her, and before long felt her tongue poking his lips, prying for entry. He allowed her in and stuck his tongue out as well, her lips tasted as sweet as he explored the inside of her mouth. Soon he felt her hands rubbing all over his chest. He leaned forward, slowly, holding her up with his arms as he lowered her to the ground on her back.

Reaching down, he snaked his hands up under her shirt, feeling for her wonderfully attractive chest. As he found them, he grabbed each breast in his hands and lightly squeezed them; they were gloriously soft, and very pleasing to the touch. Ben leaned out with his elbows, effectively lifting her shirt without having to remove his hands; she immediately lifted her arms to allow him to pull it off.

As he broke the kiss—before pulling the shirt completely off—he took a moment to admire her exposed body. She really was beautiful; from her slim waist and firm toned skin, to her perfectly sculpted breasts and cute pink nipples, to her smooth face with gorgeous smile and glowing amber eyes, her entire body was stunning light blue, even her beautifully crafted arms and hands.

He pulled her shirt the rest of the way off and went to work on her breasts, taking her right in his hand again while sucking on the other. It was nothing he hadn't done with Julie before, but something about Helen felt… different. He could hear her quiet moans as he twirled his tongue around her nipple, tasting and flicking it often as he sucked on it. Not to leave her unevenly pleasured, he switched to her other breast, replacing his hand and grabbing her other breast as well.

Her skin was like sweet strawberries. Before long he slowly began licking his way down her belly, swirling his tongue around her mid-section, causing her to giggle as he did. When he reached the top lining of her pants he felt her shudder beneath him. Keeping his tongue with the top of her pants, he pulled them down slowly, exposing first her hips, and then slowly but surely, her beautiful pussy. He couldn't believe it, she was already wet; Julie was usually much harder to please.

Using one hand to pull her pants the rest of the way off, he pressed his face into her, licking the top of her clit furiously while reaching his fingers up and rubbing her from the inside. He was immediately rewarded with a fountain of her delicious juices, lapping it up hungrily as she suddenly pressed up into his face with her hips, moaning loudly. Soon, the flow died down and she relaxed, sitting up.

"Okay, Ben, now it's my turn." Happy to oblige, Ben got up and stood with his hips right in front of her face. She immediately grabbed his cock and started rubbing it. Wow that felt good; there really was a difference between when he did it himself and when a girl got to him. He was hard almost instantly as she stroked his dick up and down, before swirling the tip with her tongue.

When she put his whole dick in her mouth, he almost blew his load right there. He grabbed the back of her head and started thrusting into her—all the way in—faster and faster until finally he shot his load all over her mouth; it filled up and started spilling out as he pulled out of her. She then licked up what had escaped her mouth with a loud slurping noise. He leaned her back and positioned himself above her.

Placing his tip at her entrance, he stopped and asked her, "You ready for this?" She gave a quick nod.

"Mmhmm," she murmured, biting her lip. He began sliding into her; meeting some resistance, he pushed a little harder and saw her face tighten up for a second as he broke through her hymen. _No wonder she came so quickly_. Soon, however, her face softened as he continued pumping into her. She let out a moan with each thrust and her beautiful round breasts bounced in rhythm as he got faster and faster.

Before long, she began thrusting her hips back up at him, matching his speed. He could feel her inside walls squeezing him tighter as he slid in and out of her at a blurring speed. As he released his entire load he felt an intense wave of pleasure wash over him and he heard her screaming his name.

"OH BEN!"

And he responded, "HELEN!"

He soon filled her up and felt his hot semen bubbling out past his dick and running down between her ass cheeks. He collapsed on top of her, breathing heavily, his heart pounding in his chest. "I love you Helen" he said, smiling at her. She smiled back.

"I love you too, Ben," she replied, throwing her arms around him. Warmth spread throughout his body as he hugged her back, not even bothering to remove his now soft member from her dripping wet pussy.

_Ok, that's all I'd had planned for this story, so now I'm really looking for suggestions. Let me know and I'll see what I can come up with._


	5. Confrontation

As they loosened their embrace, the watch powered down and Ben reverted back to his human form.

"Ben," Helen said, "I think we should get back to camp soon. It's getting cold out here, and the others might be wondering where we went." Ben rolled off of her, it really was late; the moon was already high in the sky and there were millions of stars blanketed across it. A chilling breeze swept through the trees, causing them both start shivering.

"Y-yeah you're r-right," he said, collecting his clothes. "We should be getting back," After Ben helped Helen find her wet clothes, and gave up his jacket, the two of them turned toward the valley below, where they could just make out the faint glow of a campfire far off in the distance. "That must be the camp," Ben said, pointing. "Wow, it's pretty far."

"Well it makes sense when you think about it, considering how fast we ran here," Helen pointed out.

"Yeah, but, how are we gonna get back?" Ben asked, "The watch is timed out and you can't cross the river."

Helen smiled. "Oh, come on Ben. Don't tell me you forgot that we're right near the top of the mountain."

Ben frowned. "No, I didn't forget. But how does that help us?"

"Well," Helen went on, "the river has to start somewhere, and it can't flow up, so we've got to be right near the head of the river. If we just hike up a little ways, we should come to a lake, and if we're lucky, there'll be a bridge so we don't have to walk all the way around."

Ben shook his head. "You're a genius, Helen. You know that?" he laughed. They began hiking uphill through the trees and before long—as Helen had predicted—the trees opened up to a crystal pool of midnight, speckled with millions of twinkling lights.

Helen gasped. "Oh, Ben look. Isn't it beautiful?" she asked, pulling him closer.

"Yeah," Ben replied, "it is." He paused to admire the breathtaking sight before them, when a large green ship landed in front of them near the water.

"Ship Ship" it chirped.

"Well I guess our ride's here," Ben chuckled as the ramp extended. Helen loosened her hold and they made their way toward Ship hand in hand. Ben was surprised not to find Julie in the main bay, but was nonetheless grateful for the lift. It was warm anyways, and Ship was also kind enough to provide Helen with a quick blow-dry.

As they neared the camp again, Ben could see the campfire was still going. Ship landed and Ben and Helen descended down the ramp, to find only Julie and Gwen still by the campfire.

"Oh, so _that's_ where you went, Ship," Julie said up, "I was wondering about that." With a chirp, Ship reverted back to his puppy like form and landed in Julie's arms, licking her face."He flew off without warning a little bit ago. So, where've you guys been? You missed marshmallows," Julie asked, turning toward Ben.

"Oh, we just went for a bit of a run," Helen replied, her head leaning on Ben's shoulder as she sighed. Julie was too wrapped up in ship's incessant licking of her face to notice, but Gwen cocked an eyebrow.

"Well I guess we should all get to bed," Helen added with a yawn. "It _is_ getting cold out here.

"You guys go ahead," Gwen replied, "I'll sit here a few more minutes and put the fire out when I'm done."

"Well, if the fire's staying I'm going to find some marshmallows," Ben added. Julie rolled her eyes and smiled, then headed toward the tent. As soon as everyone was out of earshot, the entire fire ring was surrounded inside a pink orb, which lifted itself from the ground and transported the both of them and the fire pit, about 100 meters away before hovering a foot above the ground.

"Uh, Gwen, you want to tell me what this is about?" Ben asked, looking around at the pink field surrounding them.

Gwen gave him a stern look, "Start talking!" she snapped, "What happened between you and Helen? Where did you go and what did you do?"

"I don't know what you're talking—"

"I'm not stupid Ben! I was monitoring you by picking up on your energy signals to make sure you were okay, and about 20 minutes ago your energy signals were completely abnormal, very similar to when you hang out with Julie in your room. What were you doing?"

Ben sighed, he really didn't really want to deal with this right now, and he could easily break out of Gwen's interrogation room by turning into one of his aliens, but it would cause too much commotion, and he didn't want to disturb everyone who had just gone to bed.

"Well, I ran to check on her—you were there for that—and then, when I caught up with her, we went on a run, up the mountain, where she fell in a river. After I got her out of the river I realized she was unconscious, so I had to use CPR. She still wasn't breathing so I removed her jacket and—"

Gwen put her hand over her face, "Ben, please tell me you didn't" she groaned, shaking her head.

"Well I—"

"Ben!"

"What?" he exclaimed.

"What do you mean 'what?'? What about Julie?"

"What about her?" Ben shrugged.

"Ben how can you say that about your girlfriend?"

Ben stopped. "Not so much lately," he sighed. "She spends so much time with Ship recently, it's like she's got no more time for me anymore. We haven't even been on a date in weeks. And then when we came on this trip I sorta started to notice Helen more than her."

Gwen softened her gaze a little, "Well if you don't like her anymore, why not just tell her, instead of cheating like this?" Ben balled up his hair in his fists "I don't know. I guess I just don't really want to. Break ups are hard."

"Okay, then, I'll tell her for you," Gwen suggested.

"NO!" Ben exclaimed. "You can't! Please don't tell her I'll die."

"Fine then," she snapped, "but you're going to break up with Julie tomorrow or she finds out about tonight."And with that, Ben found himself alone in the night, and began to walk back to the campsite.

When he got to his tent, Gwen had already returned and doused the fire, and disappeared into her own tent. Ben groaned and crawled into bed, his dreams swimming with nightmares of Julie and Helen.

_Please rate/review_


	6. Walking and talking

_Well, finally here it is. sorry again for the long wait, I'll try to be quicker with the next one. enjoy._

**He was on top of her, their bodies melting together as they got hotter and hotter. The powerful aroma of her sweat was intoxicating, filling up his nostrils with every breath. He could feel himself slipping away from all of his senses, as he became consumed in ecstasy. "Ben!" she cried, as they continued their dance. "Ben, Ben!" she kept saying his name again and again. "Ben. BEN! BEN!" okay now this was getting a little weird. "COME ON TENNYSON WAKE UP!" Ben suddenly snapped awake as he felt a hand slap him roughly across the face. "Kevin! Don't hit him," came Gwen's response. "What? We needed to wake him up, and now he's awake." Ben sat up, rubbing his bruised cheek, "yeah well I wish you could have been a little gentler." "Ah you'll get over it, anyways, we didn't think you'd want to miss breakfast, your grandpa told me I could cook. Ben jumped out of bed, throwing his clothes on as quickly as he could. "Grandpa Max is letting you cook? What is he sick?" "I don't know," Kevin responded, "I ran into him when I got up this morning. he pulled out the grill and a container of frozen food, told me I was making breakfast, then walked off into the woods, haven't seen him since." Ben was shocked, it wasn't like Grandpa Max to not want to fix one of his infamous inedible meals; something was up. "Oh and he also said to tell you to go find him as soon as you're finished eating, said to look over that way." Kevin added, pointing. Now Ben was really confused. What on earth could Grandpa Max be planning?**

**Well it didn't matter right now. He was starving, and decided to go get something to eat. Ben's appetite was especially heightened knowing that the food was not only going to be edible, but it was going to taste good too. He threw on his jacket and crawled out of the tent, squinting as the light blinded him. The sun was already high up in the sky; Ben guessed it must be about 9:00. He spotted the table where everyone was already eating and began to make his way over. Halfway there, the noticed Julie, and suddenly lost his appetite. He turned instead towards the woods in the direction Kevin had indicated. As he was walking through the trees, Ben kept thinking about what Gwen had said to him last night. He wasn't really sure he could tell Julie he wasn't interested anymore, but Gwen when she was angry could be quite terrifying. After a little while he came to a field, which he recognized as the one where he had met up with Helen the previous night. He though back to last night, remembering how she had so quickly reacted to him surrounding her, how startled she had seemed, and how poised and ready she was as she waited for his next move. God she was beautiful.**

**"Hey Ben there you are!" Grandpa Max's voice broke the trance as Ben suddenly looked around. "Hey Grandpa Max," Ben replied, "Kevin said you were looking for me?" "Yeah, I could use your help with something Ben. C'mon I'll show you; I just finished setting up." He led Ben over to the middle of the field. "Uh, I don't see anything Grandpa." Ben noted, cocking an eyebrow. "Just watch," came the reply from Grandpa Max. He pulled out one of his plumber gadgets and pressed a few buttons. Suddenly, the field was alive with activity as panels opened up in the grass and odd assortments of contraptions rose from the ground. Ben chuckled, Grandpa Max had set up something similar for him when he was younger; it was a training ground. Except this training ground, was a little more high tech than some tires and cans set up with rope and wood planks, there were all sorts of robotic arms and weaponry, and lasers and other things as well. "Now check this out Ben" said Grandpa Max with a grin. He pressed another button, and walls rose up from the ground around them, before long the two of them were standing in the middle of a giant maze. "I need to test out our trainees over there, and need you to help me train them by becoming part of their training ground. Use your Omnitrix, but don't overpower them, just find out what their capable of, I'd recommend a sonorosian; what you call Echo Echo.**

**Ben agreed to help Grandpa Max, not that he could've turned him down anyway, and headed back toward camp. His stomach growled furiously as he walked back, he wished he had eaten before he found Grandpa Max. He decided he'd eat, and then try to find Julie, as scary as it would be to tell her he didn't want to date her anymore, Gwen was worse. "Oh hey ben, there you are!" Julie's voice interrupted his train of thought. _Speak of the devil_, ben thought to himself. "Oh uh, hi Julie, uh, funny meeting you here." He stammered, unable to think quickly enough. "Yeah I was just looking for you," she giggled back, "I noticed you didn't come to breakfast so I went looking for you, what's up?" "Oh you know, just going for a walk, clear my head, but I'm heading back now." He replied nervously. "Oh, what's on your mind?" she asked as they began to walk back. _Oh, shit_, Ben thought as he quickly tried to come up with something. Unable to formulate a good enough lie, he figured he may as well tell her. "Well, um, actually I need to talk to you about that" "well, we _are_ talking aren't we?" Julie asked. Ben gulped, "yeah" he said "listen um…. Well… uh, you see… uh, I'm…not, really… any longer, interested in dating you." He let out a huge breath as he finally spat it out. Julie stopped, narrowed her eyes, and took a long pause. "So, you're breaking up with me? Is that it?" she finally asked. Ben struggled to respond. "Well yeah, I um well you see—""okay!" she cut him off, smiling slightly. "Wait, you're not mad?" ben gasped, utterly bewildered. "No of course not!" she laughed, "I've actually been waiting for you to come tell me this, It's obvious you're not into me anymore, and you clearly like Helen, it would be silly of us to continue our relationship, so why don't you just go ask Helen right now?" Ben couldn't believe it, not only was she not mad, but she knew that he liked Helen and had been waiting for him to break it off. "Julie I… I don't know what to—""Just go get her, Ben" she cut him off, hugging him. "We'll still be friends okay?" "Okay" he replied, dumbstruck. Without a second thought, not even breakfast, he ran off to find Helen.**

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	7. What happened next

To my writing fans,  
>I must apologize—I had intended to continue this story sooner than now, but life has caught up to me at every turn, and I have only just begun to amass my writing skills yet again. Rest assured that this story will continue in the near future, but I cannot guarantee anything beyond it being within the month. Since I have kept you waiting for so long, I will give you the following bit of spoiler to chew on: Manny and Julie <strong>will<strong> be shipped at some point.

I hope to pick up the pen (keyboard) as soon as I can. Until then... ta-ta.


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